US Airways 2004 Annual Report Download - page 214

(b) with respect to any Deposit Accounts, (i) maintain the
Deposit Accounts at the bank (a "DEPOSITORY BANK") described on SCHEDULE
8.20 or such additional depository banks as have complied with ITEM (iii)
hereof; (ii) on or prior to the Closing Date, deliver to each depository
bank a Control Agreement with respect to Administrative Agent's rights in
such Deposit Account and obtain the execution of Control Agreement by each
depository bank acknowledging that the pledge of such Deposit Account has
been recorded in the books and records of such bank and that
Administrative Agent shall have dominion and "control" (as defined in the
UCC) over such Deposit Account; and (iii) notify Administrative Agent
prior to establishing any additional Deposit Accounts and, at the request
of Administrative Agent, obtain from such depository bank an executed
Control Agreement reasonably acceptable to Administrative Agent and
deliver the same to Administrative Agent.
(c) on the Closing Date, deposit Loan Proceeds in the
amount of $380,000 into the Cash Collateral Account. If an Event of
Default exists and is continuing, Administrative Agent shall have, and
Borrower hereby grant to Administrative Agent, the Right and authority to
transfer all funds on deposit in the Deposit Accounts to the CASH
COLLATERAL ACCOUNT. No disbursements or withdrawals shall be permitted to
be made by Borrower from such Cash Collateral Account. Such Cash
Collateral Account shall be subject to a first priority perfected security
interest in favor of Administrative Agent created by the Mortgage, and
Borrower hereby grants a security interest to Administrative Agent, for
the benefit of Lenders in and to, such Cash Collateral Account and all
checks, drafts, and other items ever received by Borrower for deposit
therein. Furthermore, if an Event of Default exists and is continuing,
Administrative Agent shall have the right, at any time in its discretion
without notice to Borrower, (i) to transfer to or to register in the name
of Administrative Agent, for the benefit of Lenders, any certificates of
deposit or deposit instruments constituting Deposit Accounts and shall
have the right to exchange such certificates or instruments representing
Deposit Accounts for certificates or instruments of smaller or larger
denominations and (ii) to take and apply against the Obligations any and
all funds then or thereafter on deposit in the Cash Collateral Account or
otherwise constituting Deposit Accounts subject to the exclusive
direction, domain, and control of Administrative Agent. Borrower hereby
irrevocably constitutes and appoints Administrative Agent and any officer
or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the name of
Borrower or in its own name, to take after the occurrence and during the
continuance of an Event of Default and from time to time thereafter, any
and all action and to execute any and all documents and instruments which
Administrative Agent at any time and from time to time deems necessary or
desirable to accomplish the foregoing including, without limitation, the
power and Right on behalf of Borrower and in its own name to transfer any
and all funds on deposit in the Deposit Accounts to the Cash Collateral
Account as set forth herein.
9.16 POST-CLOSING MATTERS. Without limiting in any manner any other
provisions of this Agreement, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such agreements and other documents
described on SCHEDULE 9.16 and take or cause to be taken such actions, and
otherwise comply with such obligations, as are specified on SCHEDULE 9.16.
SECTION 10 NEGATIVE COVENANTS.
Borrower covenants and agrees that until indefeasible payment in full, in
cash, of the Obligation, it shall not:
10.1 DEBT. Directly or indirectly create, incur, assume, guaranty, or
otherwise become or remain directly or indirectly liable, on a fixed or
contingent basis, with respect to any Debt except: (a) the
Senior Secured Term Loan
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